REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2006, is by and between LIPID SCIENCES, INC, a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. With the exception Oppenheimer & Co. Inc. (“Placement Agent”), such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
December 18, 2006Lipid Sciences Inc/ • December 20th, 2006 • Biological products, (no disgnostic substances)
We appreciate your interest in our private placement of shares of common stock (the “Financing”). This letter confirms additional information regarding the Financing. We understand that you and the other investors will rely on this letter in connection with the purchase of securities in the Financing. Please note that capitalized terms not defined in this letter have the meaning set forth in the Stock Purchase Agreement to be entered into by you and the Company.
November 29, 2006Letter Agreement • December 20th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 20th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 18, 2006, is by and between LIPID SCIENCES, INC., a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
WARRANT TO PURCHASE COMMON STOCK OF LIPID SCIENCES, INC.Lipid Sciences Inc/ • December 20th, 2006 • Biological products, (no disgnostic substances) • New York
THIS CERTIFIES that OPPENHEIMER & CO. INC. (the “Holder”) of this Warrant (this “Warrant”), has the right to purchase from LIPID SCIENCES, INC., a Delaware corporation (the “Company”), up to 183,703 fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time during the period commencing on the first Business Day following the six month anniversary of the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the date that is the fifth (5th) anniversary of such commencement date (the “Expiration Date”). This Warrant is issued pursuant to a placement agent letter agreement, dated as of November 30, 2006 and in connection with the sale of shares of the Company’s Common Stock to various investors at a price of $1.35 per share (the “Offering Price”). For purposes of
